KBR, INC. — Director's Dealing 2011

Feb 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KBR, INC. (KBR)
CIK: 0001357615
Period of Report: 2011-02-28

Reporting Person: Zimmerman David Lee (President, Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-24	Common Stock	A	563	—	Acquired	30666	Direct
2011-02-24	Common Stock	A	885	—	Acquired	31551	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-24	Stock Options	$12.49	A	3020	Acquired	2020-03-04	Common Stock (3020)	Direct
2011-02-24	Stock Options	$21.19	A	3904	Acquired	2020-03-10	Common Stock (3904)	Direct

Footnotes

F1: On March 4, 2009, the reporting person was granted restricted stock units that convert to common stock at a 1-to-1 ratio and vest 20% on each anniversary of the grant date, with each vesting subject to the Company having positive net income in the prior year. This portion represents the 20% that has satisfied the positive net income requirement for this year.

F2: On March 10, 2010, the reporting person was granted restricted stock units that will convert to common stock on a 1-to-1 ratio. These restricted stock units vest over five years with 20% vesting on the first anniversary of the grant date, and 20% on each anniversary thereafter, provided that the company has positive net income for the calendar year preceding the vesting date. This portion represents the initial 20% that has satisfied the positive net income requirement.

F3: On March 4, 2009, the reporting person was granted options that vest at a rate of 33 1/3% on the first anniversary, 66 2/3% on the second anniversary and 100% on the third anniversary from the original date of grant with each vesting subject to the Company having positive net income in the prior year. This represents the portion that has satisfied the positive net income requirement for this year.

F4: On March 10, 2010, the reporting person was granted options that vest at a rate of 33 1/3% on the first anniversary, 66 2/3% on the second anniversary and 100% on the third anniversary from the original date of grant, provided that the company has positive net income for the calendar year preceding the vesting date. This portion represents the initial 33 1/3% that has satisfied the positive net income requirement.